Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY A summary of the changes in stockholders’ equity for the three and nine months ended July 31, 2020 and 2019 is presented below (in thousands, except share data): Preferred Stock Common Stock Additional Accumulated Total Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2018 - $ - 4,634,189 $ 5 $ 391,703 $ (367,657 ) $ 24,051 Stock based compensation - - 9,811 - 622 - 622 Tax withholdings paid on equity awards - - - - (11 ) - (11 ) Tax shares sold to pay for tax withholdings on equity awards - - - - 11 - 11 Issuance of shares to employees under ESPP Plan - - 2,007 - 9 - 9 ESPP Expense - - - - 1 1 Net Income - - - - 12,817 12,817 Balance at January 31, 2019 - $ - 4,646,007 $ 5 $ 392,335 $ (354,840 ) $ 37,500 Stock based compensation - - 693 - 479 - 479 Tax withholdings paid on equity awards - - - - (3 ) - (3 ) Tax shares sold to pay for tax withholdings on equity awards - - - - 3 - 3 Issuance of shares to employees under ESPP Plan - - 1,505 - 7 - 7 Warrant exercises - - 15,300 - 68 - 68 Warrant liability reclassified into equity - - - - 53 - 53 ESPP Expense - - - - 1 1 Shares issued in settlement of warrants - - 856,865 1 5,462 - 5,463 Advaxis public offerings, net of offering costs - - 2,500,000 2 8,980 - 8,982 Net Loss - - - - - (9,383 ) (9,383 ) Balance at April 30, 2019 - $ - 8,020,370 $ 8 $ 407,385 $ (364,223 ) $ 43,170 Stock based compensation 408 - 464 - 464 Tax withholdings paid on equity awards - - - - 1 - (1 ) Tax shares sold to pay for tax withholdings on equity awards - - - - (1 ) - 1 Issuance of shares to employees under ESPP Plan - - 1,073 - 3 - 3 Shares issued in settlement of warrants - - 577,000 1 - - 1 Advaxis public offerings, net of offering costs - - 10,650,000 11 15,478 - 15,489 Net Loss - - - - - (9,858 ) (9,858 ) Balance at July 31, 2019 - $ - 19,248,851 $ 20 $ 423,330 $ (374,081 ) $ 49,269 Preferred Stock Common Stock Additional Accumulated Total Shares Amount Shares Amount Capital Deficit Equity Balance at November 1, 2019 - $ - 50,201,671 $ 50 $ 423,750 $ (384,269 ) $ 39,531 Stock based compensation - - 2,957 - 242 - 242 Advaxis public offerings, net of offering costs - - 10,000,000 10 9,618 - 9,628 Warrant exercises - - 26,416 - 2 - 2 Issuance of shares to employees under ESPP Plan - - 5,555 - 2 - 2 Net Income - - - - - (7,857 ) (7,857 ) Balance at January 31, 2020 - $ - 60,236,599 $ 60 $ 433,614 $ (392,126 ) $ 41,548 Stock based compensation - - 5,651 - 210 - 210 Warrant exercises - - 7,500 - - - - Issuance of shares to employees under ESPP Plan - - 2,694 - 2 - 2 Net Income - - - - - (6,323 ) (6,323 ) Balance at April 30, 2020 - $ - 60,252,444 $ 60 $ 433,826 $ (398,449 ) $ 35,437 Stock based compensation - - - - 255 - 255 Tax withholdings paid on equity awards - - - - (1 ) - (1 ) Tax shares sold to pay for tax withholdings on equity awards - - - - 1 - 1 Issuance of shares to employees under ESPP Plan - - 2,899 - 2 - 2 At-the-market shares issued, net of offering costs - - 1,375,337 1 956 - 957 Commitment fee shares issued for equity line - - 1,084,266 1 643 - 644 Net Income - - - - - (5,829 ) (5,829 ) Balance at July 31, 2020 - $ - 62,714,946 $ 62 $ 435,682 $ (404,278 ) $ 31,466 On February 21, 2019, the Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) increase the number of authorized shares of common stock from 95,000,000 to 170,000,000 and also voted to approve an amendment to the Certificate of Incorporation allow the Company to execute a reverse stock split of common stock at the discretion of the Board of Directors. The amendment to increase the number of authorized shares of common stock became effective upon filing of the amendment with the Secretary of State of the State of Delaware on February 28, 2019. Additionally, on March 29, 2019, the Company executed a 1 for 15 reverse stock split. In April 2019, the Company issued 2,500,000 shares of the Company’s common stock in a public offering at $4.00 per share, less underwriting discounts and commissions. The net proceeds to the Company from the transaction was approximately $9 million. In July 2019, the Company closed on an underwritten public offering of 10,650,000 shares of its common stock, pre-funded warrants to purchase 13,656,000 shares of common stock and warrants to purchase up to 17,142,000 shares of common stock at a public offering price of $1.20, for gross proceeds of $17.0 million. Each share of common stock or pre-funded warrant was sold together in a fixed combination with a warrant to purchase 0.75 shares of common stock. The pre-funded warrants are exercisable immediately, do not expire and have an exercise price of $0.001 per share. The warrants are exercisable immediately, expire five years from the date of issuance, have an exercise price of $2.80 per share and are subject to anti-dilution and other adjustments for certain stock splits, stock dividends, or recapitalizations. The warrants also provide that if during the period of time between the date that is the earlier of (i) 30 days after issuance and (ii) if the common stock trades an aggregate of more than 35,000,000 shares after the pricing of the offering, and ending 15 months after issuance, the weighted-average price of common stock immediately prior to the exercise date is lower than the then-applicable exercise price per share, each Common Warrant may be exercised, at the option of the holder, on a cashless basis for one share of Common Stock. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $15.5 million. In January 2020, the Company closed on a public offering of 10,000,000 shares of its common stock at a public offering price of $1.05, for gross proceeds of $10.5 million. In addition, the Company also undertook a concurrent private placement of warrants to purchase up to 5,000,000 shares of common stock. The warrants have an exercise price per share of $1.25, are exercisable during the period beginning on the six-month anniversary of the date of its issuance (the “Initial Exercise Date”) and will expire on the fifth anniversary of the Initial Exercise Date. The warrants contain a change of control provision whereby if the change of control is within the Company’s control, the warrants could be settled in cash based on the Black-Scholes value of the warrants at the option of the warrant holder. The warrants also provide that if there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the warrant shares, the warrants may be exercised via a cashless exercise. After deducting the underwriting discounts and commissions and other offering expenses, the net proceeds from the offering were approximately $9.6 million. At the Annual Meeting of Stockholders of the Company held on May 4, 2020, the stockholders ratified and approved an amendment to the Company’s 2015 Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such Plan from 877,744 shares to 6,000,000 shares. In May 2020, the Company entered into a sales agreement related to an ATM equity offering program pursuant to which the Company may sell, from time to time, common stock with an aggregate offering price of up to $40 million through A.G.P./Alliance Global Partners, as sales agent. From May 2020 to July 2020, the Company sold 1,375,337 shares of its common stock under the ATM program for $1.085 million, or an average of $0.79 per share, and received net proceeds of $0.957 million, net of commissions of $35,000. Lincoln Park Purchase Agreement On July 30, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Over the 36-month term of the Purchase Agreement, the Company has the right, but not the obligation, from time to time, to sell to Lincoln Park up to an aggregate amount of $20,000,000 of shares of common stock, in its sole discretion and subject to certain conditions, including that the closing price of its common stock is not below $0.10 per share, to direct Lincoln Park to purchase up to 1,000,000 shares (the “Regular Purchase Share Limit”) of its Common Stock (each such purchase, a “Regular Purchase”). Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $1,000,000, unless the parties mutually agree to increase the maximum amount of such Regular Purchase. The purchase price for shares of Common Stock to be purchased by Lincoln Park under a Regular Purchase will be the equal to the lower of (in each case, subject to the adjustments described in the Purchase Agreement): (i) the lowest sale price for the Company’s common stock on the applicable purchase date, and (ii) the arithmetic average of the three lowest sale prices for the Company’s common stock during the ten trading days prior to the purchase date. As consideration for entering into the Purchase Agreement, the Company issued 1,084,266 shares of common stock to Lincoln Park as a commitment fee. The shares were valued at approximately $0.6 million and were recorded as deferred offering expenses in the condensed balance sheet. The deferred charges will be charged against paid-in capital upon future proceeds from the sale of common stock under the Lincoln Park Purchase Agreement. |